COGENT COMMUNICATIONS HOLDINGS, INC. — Director's Dealing 2011

Feb 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGENT COMMUNICATIONS GROUP INC (CCOI)
CIK: 0001158324
Period of Report: 2011-02-02

Reporting Person: SCHAEFFER DAVE (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	common stock	A	100000	—	Acquired	2752471	Direct

Footnotes

F1: On February 2, 2011 the board of directors made an award of 100,000 shares of restricted stock to Mr. Schaeffer. The stock grant is unvested until February 2, 2014 on which date it becomes fully vested. The stock will fully vest on an earlier date if a change of control occurs.

F2: A portion of these securities is not vested or is subject to forfeiture under certain circumstances. This amount includes 6,750 shares that are held by Mr. Schaeffer's Descendant's Trust. Mr. Schaeffer disclaims beneficial ownership of such shares.